UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 28, 2025
ConnectM Technology Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or other jurisdiction of incorporation) | | 001-41389 (Commission File Number) | | 87-2898342 (I.R.S. Employer Identification Number) |
2 Mount Royal Avenue, Suite 550 Marlborough, Massachusetts (Address of principal executive offices) | 01752 (Zip code) |
617-395-1333
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | | CNTM | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Settlement Agreement and Stipulation
In January 2025, pursuant to certain claim purchase agreements between Last Horizon, LLC, a Nevada limited liability corporation (“LH”) and certain creditors of ConnectM Technology Solutions, Inc., a Delaware corporation (“ConnectM” or the “Company”) LH acquired approximately $9.0 million of outstanding liabilities (the “Obligation Amount”) of ConnectM.
On January 28, 2025, ConnectM entered into a Settlement Agreement and Stipulation (the “Agreement”) with LH with respect to the Obligation Amount.
Pursuant to the Agreement, ConnectM has agreed to issue to LH, in one or more tranches as necessary, that number of shares of common stock, par value $0.0001 per share of ConnectM, with an aggregate value equal to the Obligation Amount divided by $1.09, subject to adjustment and ownership limitations as set forth in the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Agreement is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 31, 2025
CONNECTM TECHNOLOGY SOLUTIONS, INC. | |
| |
By: | /s/ Bhaskar Panigrahi | |
Name: | Bhaskar Panigrahi | |
Title: | Chief Executive Officer | |